Terms & Conditions
General terms and conditions of sale and service provision
Article 1 – Purpose
1.1 These General Conditions define the rights and obligations between dcode technologies and the Client, prevailing over any other terms not expressly accepted.
1.2 The Client's acceptance of a quote or service order (oral, email, etc.) formalises the contractual relationship and constitutes acceptance of these General Conditions.
Article 2 – Description of Services
2.1 dcode technologies assists clients in defining, structuring, and managing their overall communication, offering: Social Media & Digital Marketing, Graphic Design, Website Development, Photography & Video, and Printing.
2.2-2.6 Detailed service descriptions cover Facebook audits, content creation, graphic design, website conception, video/photography services, and print brokerage.
2.7 Mission details appear in quotes or separate particular conditions.
2.8 The Client approves dcode technologies' use of subcontractors.
Article 3 – Project Timeline
3.1 Estimated timelines appear in quotes as indicative planning.
3.2 Timeline estimates presume timely Client communication of information and documents, plus on-time deposit payment. Delays trigger planning redefinition and potential fee increases.
3.3 The Client cannot cancel orders, claim indemnification, or refuse payment based on project delays.
3.4 Website maintenance subscriptions run for one year, renewable annually by tacit agreement unless terminated one month prior.
Article 4 – Pricing
4.1 All prices are in EUR, excluding VAT.
4.2 Quoted prices reflect estimated working time based on available information.
4.3 dcode technologies reserves the right to invoice additional time at a minimum of EUR 85.00 per hour beyond the estimated duration. Structural website changes after mockup approval similarly incur supplemental charges.
4.4 dcode technologies unilaterally adjusts tariffs matching Luxembourg wage scale adaptations without specific notification.
Article 5 – Invoicing
5.1 Invoices are payable upon issuance without discount unless otherwise specified.
5.2 Upon ordering, the client pays a non-refundable deposit of 30-50%. Website projects establish precise payment schedules based on work progression.
5.3 Website maintenance subscriptions require full advance annual payment; non-payment allows termination.
5.4 Services are subject to Luxembourg VAT; VAT applies if EU recipients omit their intracommunity numbers.
5.5 Payment reminders are issued 15 days after the invoice date. Late payment (45+ days) incurs 1.5% monthly interest plus 8.5% administrative fees (minimum EUR 25). At 60+ days, interest and 10% fees (minimum EUR 125) apply; a third reminder suspends services and requires advance payment for one year.
5.6 Non-payment of a single invoice constitutes a material breach allowing contract termination.
5.7 Collection proceedings render buyers responsible for reasonable recovery costs including attorney fees.
Article 6 – Liability
6.1 dcode technologies provides best-efforts service only; it cannot guarantee increases in sales or traffic.
6.2 dcode technologies is not liable for non-completion due to uncontrollable circumstances (war, strikes, natural disasters, etc.).
6.3 Total liability is capped at the price paid for the specific Service causing the claim, except in cases of intentional misconduct.
6.4 Client approval of graphic design/printing proofs releases dcode technologies from liability; the Client assumes full responsibility for content selections.
6.5 Website service disclaimers: no bug-free guarantees, no responsibility for terminal/equipment damage, network unavailability excluded from liability, maintenance limited to phone/email support, dcode technologies assumes no responsibility for hosting/domain provider failures, CMS software modifications excluded, Client-made modifications remain Client responsibility, and source files remain dcode technologies intellectual property.
6.6 dcode technologies may refuse content that violates laws or decency without price adjustment.
6.7 Additional editorial content (texts, photos, videos) beyond initial quotes incurs supplemental charges.
6.8 Technology selection remains at dcode technologies' discretion unless otherwise specified.
Article 7 – Client Obligations and Guarantees
7.1 The Client must provide required information and materials within specified timeframes.
7.2 The Client guarantees: verification of intellectual property availability (trademarks, copyrights, etc.) or authorisation from rights holders; written permission from persons pictured; and material compliance with applicable laws.
7.3 The Client remains solely responsible for material content and indemnifies dcode technologies from consequences, claims, and damages.
7.4 Materials must meet dcode technologies' technical specifications; the Client bears technical non-compliance costs.
7.5 Materials are transmitted via USB, email, or online storage (WeTransfer, Dropbox, etc.).
Article 8 – Contract Termination
8.1 dcode technologies may terminate extrajudicially without notice upon Client obligation breach after 8-day written notice to remedy.
8.2 Bankruptcy or insolvency proceedings allow dcode technologies discretionary termination without notice or indemnification.
Article 9 – Intellectual Property
9.1 dcode technologies retains exclusive ownership of its work and intellectual property rights.
9.2 Creations cannot, without prior written agreement from dcode technologies, be reproduced, distorted, or modified. The Client cannot adopt identical or similar marks or logos.
9.3 Graphic design services provide high-definition PDF files only; source files remain dcode technologies property (potentially available for separate purchase). Digital work delivery covers finished products (JPEG, PDF, PNG, GIF); source files remain dcode technologies property.
9.4 Infringement violates Luxembourg copyright law and Benelux intellectual property conventions.
9.5 This clause survives contract expiration indefinitely.
Article 10 – Use of References
10.1 Unless explicitly stated otherwise, dcode technologies retains the right to present Client work to third parties for commercial prospection.
10.2 The Client formally accepts dcode technologies' use of their name, logo, and completed work as client references in commercial documents, website, and social media.
Article 11 – Data Protection
11.1 dcode technologies collects only voluntarily provided personal data (names, addresses, emails, VAT numbers, etc.) for client management, service provision, accounting, satisfaction surveys, and complaints handling. Data is processed under Luxembourg GDPR regulations, remaining strictly confidential, shared only with subcontractors without prior Client consent except via legal obligation.
11.2 Data subjects have the right of access, rectification, and opposition subject to legitimate interest justification; requests should be sent to dpo@owlintheframe.lu.
11.3 The Client must inform related persons (employees, etc.) of dcode technologies' data processing.
Article 12 – Communications and Notifications
Communications via email are presumed received within five days of sending.
Article 13 – Severability
Clause invalidity does not affect the remaining validity; the parties maintain the spirit of the General Conditions.
Article 14 – Governing Law and Jurisdiction
14.1 Luxembourg law governs the Contract and General Conditions.
14.2 All disputes fall under the exclusive jurisdiction of the courts of Luxembourg City.
Article 15 – Amendment of General Conditions
General Conditions may be modified without notice based on service evolution; the applicable version is the one in effect at the time of contract conclusion or the last order.
Article 16 – Legal Notice
- Company: Owl in the Frame s.àr.l.-S (dcode technologies brand)
- Address: L-8295 Keispelt, 29 rue de Kehlen
- VAT: LU 32027553
- R.C.S.: B 243386
- Phone: +352 661 405 995
- Email: contact@d-code.lu
- Director: Mr. Binous Islem